20. STOCK BASED COMPENSATION

In 2015, the Board of Directors approved the adoption of the 2015 stock incentive plan (the “2015 Plan”). The 2015 Plan allowed for the award of incentive and nonqualified stock options, restricted stock, and other stock-based awards to employees, officers, directors, consultants, and advisers of the Company. Awards could be made under the 2015 Plan for up to 26,283,789 shares of Common Stock. Option awards expire 10 years from the grant date and generally vest over four years; however, vesting conditions can vary at the discretion of our Board of Directors.

As part of the acquisition of Make Composites, Inc. (“Make”) in 2019, the Company assumed the 2018 equity incentive plan of Make (the “Make Plan”). The Make Plan allows for the award of incentive and nonqualified stock options and warrants for those employees and contractors that were hired as part of the acquisition. The Make Plan allowed for 232,304 options and warrants to be issued, which were issued in 2019, with no additional options to be issued in the future. Option awards expire 10 years from the grant date and generally vest over four years; however, vesting conditions can vary at the discretion of our Board of Directors.

In December 2020, the Board of Directors and stockholders of the Company approved the adoption of the 2020 Incentive Award Plan (the “2020 Plan” and together with the 2015 Plan and the Make Plan, the “Plans”), which became effective on the date of the Business Combination. Upon effectiveness of the 2020 Plan, the Company ceased granting new awards under the 2015 Plan.

The 2020 Plan allows for the award of incentive and nonqualified stock options, restricted stock, and other stock-based awards to employees, officers, directors, consultants, and advisers of the Company. The number of shares of common stock initially available for issuance under the 2020 Plan was 12,400,813 shares of common stock plus the number of shares subject to awards outstanding under the 2015 Plan that expire, lapse, terminate, or are exchanged for cash, surrendered, repurchased, or canceled without having been fully exercised or forfeited. In addition, the number of shares of common stock available for issuance under the 2020 Plan is subject to an annual increase on the first day of each calendar year beginning on January 1, 2021 and ending on and including January 1, 2030 equal to the lesser of (i) 5% of the aggregate number of shares of common stock outstanding on the final day of the

immediately preceding calendar year and (ii) such smaller number of shares as is determined by the Board of Directors. On January 1, 2022, 15,573,698 shares were added as available for issuance to the 2020 Plan.

Performance-Based Stock Options (included above)

During the year ended December 31, 2020, 560,256 performance-based stock options were granted to key employees of the Company. These awards vest upon the achievement of certain performance milestones by the Company and prescribed service milestones by the employee. During the year ended December 31, 2021, 83,958 performance-based stock options were forfeited due to employee termination. During the three and six months ended June 30, 2022, 290,038 performance-based stock options were forfeited due to employee termination. As of June 30, 2022, the performance milestones were not achieved by the Company; therefore, the remaining performance-based stock options expired without vesting and no unrecognized compensation cost remains.

Assumed Stock Options

In connection with the acquisition of ExOne, the Company assumed 86,020 unvested stock options which are considered post-combination expense and were valued using the Black-Scholes option-pricing model with the following assumptions:

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The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of the related stock options. The expected life of stock options was calculated using the average of the contractual term of the option and the weighted-average vesting period of the option, as the Company does not have sufficient history to use an alternative method to the simplified method to calculate an expected life for employees. The Company has not paid a dividend and is not expected to pay a dividend in the foreseeable future. Expected volatility for the Common Stock was determined based on an average of the historical volatility of a peer group of similar public companies.

The option activity of the Plans for the six months ended June 30, 2022, is as follows (shares in thousands):

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The aggregate intrinsic value of options exercised during the six months ended June 30, 2022 and 2021, was $2.8 million and $37.0 million, respectively.

The total stock-based compensation expense related to stock options was $1.0 million and $1.9 million during the three and six months ended June 30, 2022, respectively, and $1.2 million and $2.4 million during the three and six months ended June 30, 2021, respectively. Total unrecognized stock-based compensation expense related to unvested stock options at June 30, 2022, aggregated $3.6 million and is expected to be recognized over a weighted-average period of 2.0 years.

Restricted Stock Awards

In connection with acquisitions, the Company has granted restricted stock awards (“RSAs”) that are considered post-combination expense and accounted for as stock-based compensation as the shares vest.

The activity for stock subject to vesting as of June 30, 2022, is as follows (shares in thousands):

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The total stock-based compensation expense related to RSAs during the three and six months ended June 30, 2022 and 2021 was $0.2 million and $0.2 million, $0.6 million and $0.4 million, respectively. As of June 30, 2022, the total unrecognized stock-based compensation expense related to unvested RSAs aggregated $1.2 million, and is expected to be recognized over a weighted-average period of 1.6 years.

Restricted Stock Units

Restricted Stock Units (“RSUs”) awarded to employees and non-employees generally vest over four years from the anniversary date of the grant, with one-year cliff vesting and quarterly vesting thereafter, provided service with the Company is not terminated. The fair value of RSUs is equal to the estimated fair market value of the Company’s Common Stock on the date of grant.

RSU activity under the 2020 Plan for the six months ended June 30, 2022, is as follows (shares in thousands):

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The total stock-based compensation expense related to RSUs during the three and six months ended June 30, 2022 and 2021 was $18.0 million and $2.6 million, $26.6 million and $3.4 million, respectively. During the three months ended June 30, 2022, per the terms of an acquisition agreement, the Company accelerated 895,044 RSUs for certain key employees in connection with their termination, resulting in stock compensation expense of $7.3 million. Total unrecognized compensation costs related to unvested RSUs at June 30, 2022, was approximately $92.4 million and is expected to be recognized over a period of 3.1 years.

RSUs include awards that vest subject to certain performance and market-based criteria.

Performance-Based Restricted Stock Units (included above)

During the year ended December 31, 2021, 670,000 performance-based RSUs were granted to key employees of the Company. These awards vest upon the achievement of certain performance milestones by the Company and prescribed service milestones by the employee. No performance-based RSUs vested during the year ended December 31, 2021. 120,000 awards expired during the year ended December 31, 2021, due to performance milestones not being achieved. During the three and six months ended June 30, 2022, no performance-based RSUs vested. During the three and six months ended June 30, 2022, 400,000 performance-based RSUs were forfeited due to employee termination. As of June 30, 2022, 150,000 performance-based RSUs remain outstanding.

During the year ended December 31, 2020, 124,300 performance-based RSUs were granted to a key employee of the Company. This award vests upon the achievement of certain performance milestones by the Company and prescribed service milestones by the

employee. No performance-based RSUs vested during the year ended December 31, 2021, or during the three and six months ended June 30, 2022. As of June 30, 2022, 124,300 performance-based RSUs remain outstanding.

Market-Based Restricted Stock Units (included above)

In October 2021 the Compensation Committee of the Company’s Board of Directors awarded certain executive officers a total of up to 9,070,269 market-based RSUs. These RSUs will vest and result in the issuance of shares of Common Stock based on continuing employment and the achievement of certain market conditions set by the Company.

The Company used a Monte Carlo simulation model to estimate the grant-date fair value of the RSUs granted in October 2021. The fair value is recorded as stock compensation expense in the consolidated statements of operations over the period from the date of grant to October 2026 regardless of the actual outcome achieved.

The table below sets forth the assumptions used to value the market-based awards and the estimated grant-date fair value:

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During the year ended December 31, 2021, one of the executive officers resigned from the Company, forfeiting his market-based RSU. The service condition was not met prior to his resignation, so no stock-based compensation expense was recorded for this award. No market-based RSUs vested or were forfeited during the three and six months ended June 30, 2022. As of June 30, 2022, 6,802,702 market-based RSUs remain outstanding.

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Liability-Classified Share-Based Arrangement

During the year ended December 31, 2021, the Compensation Committee of the Company’s Board of Directors provided performance goals and achievement criteria to certain key employees. If these performance criteria are met, the Company committed to issue RSUs with a target fair value of $8.5 million on the future grant date. The awards will vest upon prescribed service milestones of the employee subsequent to the achievement of the specified performance criteria. During the three months ended June 30, 2022, the designated employees terminated employment and the liability-classified awards were forfeited. As of June 30, 2022, there is no fair value associated with these awards. The liability-classified awards have been excluded from the potentially dilutive securities table.

Bonus Program

In June 2022, the Compensation Committee approved an amendment to the Company’s bonus program ("2022 Bonus Program"). Certain employees were granted dollar bonus amounts, which are to be paid out in RSUs. The number of RSUs awarded will be determined using the closing price of the Company's Common Stock on the date of the Board's final certification of the Company's performance attainment and awards to be issued to each employee.

The Company has accounted for these awards as liability-based awards, since the monetary value of the obligation associated with the award is based predominantly on a fixed monetary amount known at inception, and it has an unconditional obligation that it must or may settle by issuing a variable number of its equity shares. The Company will recognize stock-based compensation expense over the employees’ requisite service period, based on the expected attainment of the Company-wide targets. As of June 30, 2022, the Company has accrued $2.2 million associated with these awards, which is recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets. The Company has recorded stock-based compensation expense of $2.2 million for the three and six months ended June 30, 2022, which includes the reclassification of $1.2 million bonus expense recorded during the three

months ended March 31, 2022, which was not previously classified as stock-based compensation expense prior to the amendment of the 2022 Bonus Plan.

Stock-Based Compensation Expense

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Total stock-based compensation expense related to all of the Company’s stock-based awards granted is reported in the consolidated statements of operations as follows (in thousands):

⁽¹⁾ Includes $7.3 million of stock-based compensation expense during the three and six months ended June 30, 2022, incurred in connection with the Initiative described in Note 24. Restructuring Charges.

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For the three and six months ended June 30, 2022, the Company recognized $2.2 million of stock-based compensation expense associated with liability classified awards related to the 2022 Bonus Program. For the three and six months ended June 30, 2021, the Company did not recognize any stock-based compensation expense associated with liability classified awards.

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There were 21,933,392 shares available for award under the 2020 Plan at June 30, 2022.